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President, Michael H. Cohen Law Group
Limited liability companies (LLCs) in Florida are affordable and easy to form. As with other states, the State of Florida has some unique LLC requirements.
Interested parties must register with the Florida Division of Corporations by filing the necessary forms, paying the necessary fees and meeting all naming and formation requirements.
The specifications required of LLCs in Florida are:
Registration. File your Articles of Organization with the Florida Division of Corporations. The form must be accompanied by a cover letter, which has the applicant’s name, address, email, daytime number and the LLC’s name. Don’t forget to include with your submission the filing fee that is about $125. Fees can change, check with the Florida Division of Corporations for the most recent fees. You may submit the forms online or by mail. The forms must include the following information:
- LLC name and address
- Registered agent name, address and signature
- Name, address and title of members and/or managers
- Effective date, if other than the date filed
- Signature of an authorized representative or member
A letter of acknowledgment will be released to the applicant upon registration of the LLC.
Forms and fees. LLC registrants are required to file Articles of Organization with the Florida Division of Corporations. All submissions must include the appropriate filing fee, which may be paid by check, money order or credit card.
Timeline. Processing time is usually between two to 14 business days, depending on the mode of payment for filing fees and other business documents.
Naming requirements. LLC naming requirements can be confusing. However, the easiest way to make sure that your LLC name will be approved is to make sure that it is distinguishable from other LLCs and includes specific words required of LLCs. You may opt to have a preferred name checked for availability before filing your LLC formation documents with the Florida Division of Corporations.
Formation requirements. To form an LLC, a registrant must first file the Articles of Organization with the Florida Division of Corporations. All submissions must be accompanied by the appropriate filing fee and may be done online or by mail.
Next, an LLC with more than one member is also strongly advised to have a limited liability company operating agreement among its members. This operating agreement contains the terms entered into by the members of the LLC, and governs such critical items as the roles of each member, voting rights, who manages the LLC, how members are admitted or removed, dissolution of the LLC and procedures for amending the LLC operating agreement itself.
Starting an LLC in Florida
Before deciding to form an LLC in Florida, you must understand what an LLC is and if it is a viable business structure for your company. To begin, an LLC is a business structure that has flexible organization, is privy to tax efficiencies and provides limited liability for its members. Members may include individuals, corporations, other LLCs and foreign entities. One benefit of an LLC is that there is no maximum number of members. An LLC is also known as a ”hybrid” business structure in the sense that it brings together elements of a corporation and limited liability partnerships.
Here are some tips to help you put together what you need to begin the registration process with the Florida Division of Corporations:
Decide on a name for your business. You can choose any name as long as it ends with “Limited Liability Company” or any variation of its abbreviation—e.g., LLC, L.L.C. or Ltd. Co.
There is no name reservation for Florida. However, a preferred name may be checked for availability by accessing the Division of Corporations website.
Assign an agent for service of process (also referred to as the resident agent). Registered agents are individuals or corporations authorized to do business in the state and which have permanent addresses in Florida. Registered agents accept legal documents on behalf of the LLC and make sure its members are notified.
Get an Employer Identification Number (EIN) from the IRS. If there are two or more members in your LLC, your company will need to obtain an EIN from the IRS, for tax purposes.
Create an operating agreement. Although LLCs in Florida are not required to have a limited liability company operating agreement, it is wise to have one in place with other members should your LLC have more than one member. The State of Florida recognizes limited liability company operating agreements as governing documents.
Open a Florida bank account. LLCs in Florida are required to have a bank account in the state in order to begin conducting business.
Familiarize yourself with the LLC’s continuing legal obligations, specifically annual reports. Annual reports are filed online between January 1 and May 1. All LLCs are required to file an annual report in order to maintain an active status in Florida. The filing fee for annual reports is about $138.75 and may be paid by credit card, debit card, check or money order. There is a late fee that is about $400 if you submit your report after May 1. Check with the Florida Division of Corporations to get the most current fees.
Continuing legal obligations may include, but are not limited to, state taxes, annual reports and so on.
Following are the forms and fees that are required when starting an LLC in Florida:
Forms. First, you need to complete and submit Articles of Organization to the Florida Division of Corporations, with the appropriate fees.
Fees. The filing fee for Articles of Organization is about $125. This may be paid by credit card, debit card, check or money order.
Limited liability company operating agreement. Although the LLC operating agreement may not be submitted to the Florida Division of Corporations, it is a good idea to have one in place for a Florida LLC with more than one member. This should be kept on file at the registered office of the LLC.
Taxes. LLCs in Florida are treated as corporations, limited liability partnerships or single-member LLCs and are subject to federal income tax classifications. Depending on the type of taxation you opt to have for your LLC, the tax responsibilities are as follows:
a) An LLC treated as a limited liability partnership. These LLCs are required to file Form 1065, U.S. Return of Partnership Income, and to show equal distribution of profits, losses and credit on a Schedule K-1 with the IRS.
b) An LLC treated as a C corporation for federal tax purposes. These LLCs are required to file Form 8832, Entity Classification Election, and must opt to be taxed as a corporation. Next, they must file Form 1120, U.S. Corporation Income Tax Return, with the IRS.
c) An LLC treated as an S corporation. These LLCs are required to file Form 1120S, U.S. Corporation Income Tax Return, accompanied by a report from each owner expressing the equal distribution of profits, losses and credit with the IRS.
d) An LLC treated as a sole proprietorship. These LLCs must report all business income and expenses via the sole proprietor’s personal income tax returns, Schedule C (Form 1040), Profit or Loss from Business, with the IRS.
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